Terms of Use

DigitalChalk Customer End User License Agreement

BY PRESSING THE "ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU REPRESENT TO INFINITY LEARNING
SOLUTIONS, INC. THAT YOU HAVE READ AND UNDERSTAND, AND AGREE TO BE BOUND BY,
THE FOLLOWING TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (THE
"AGREEMENT") GOVERNING YOUR USE OF THE DIGITALCHALK ONLINE SERVICE, INCLUDING
OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU DO NOT AGREE WITH THE
TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT SELECT THE "ACCEPT" BUTTON
AND YOU MAY NOT USE THE SERVICE.

THIS AGREEMENT IS BETWEEN YOU AND
INFINITY LEARNING SOLUTIONS, INC., AND YOUR AGREEMENT TO BE BOUND BY THE TERMS
AND CONDITIONS HEREOF IS IN CONSIDERATION OF INFINITY LEARNING SOLUTIONS, INC.
GRANTING YOU ACCESS TO THE DIGITALCHALK SERVICE AND SYSTEM, WHICH ACCESS IS
SUBJECT TO AND GOVERNED BY THIS AGREEMENT. YOU HEREBY AGREE WITH INFINITY
LEARNING SOLUTIONS, INC. AS FOLLOWS:

DigitalChalk
is an online learning delivery software system developed and owned by Infinity
Learning Solutions, Inc., a Delaware corporation (hereafter "ILS") having its
principal place of business at Two Town Square Boulevard, Suite 242, Asheville, North Carolina 28803.

All capitalized words and phrases
as used in this Agreement shall have the meanings ascribed to such words and
phrases as set forth within the "Definitions" sections at the end of this
Agreement. You are directed to reference this section when reviewing the terms
of this Agreement.

As part of the Service, DigitalChalk
will provide you with use of the Service, including a browser interface and
data encryption, transmission, access and storage. Your registration for, or
use of, the Service shall be deemed to be your agreement to abide by this
Agreement including any materials available on the DigitalChalk website
incorporated by reference herein, including but not limited to
DigitalChalk's privacy and security policies.

The Service you receive will include one or more of several elements:

- Online lessons (both static and multimedia presentations)

- Online access to documents and files

- Online assessments (Test, Quiz etc.)

- Online assignments (essay or report)

- Certificate, grade or transcript views

Course Delivery

The delivery of the elements listed above are in accordance with the design
choices course authors or instructors choose. The System controls access to
elements, the ability to view or revisit elements and records completion of
the elements in accordance with the instructors design. Questions related to
the content in the elements, availability of the elements or completion of the
elements must be directed to the course provider or instructor who created the
elements. Unless otherwise specifically communicated through the system to
you, no elements will available for more than 365 days from the date of
registration into the course containing those elements.

Privacy & Security Disclosure

ILS's
privacy and security policies may be viewed at http://www.digitalchalk.com. ILS reserves the right to modify its
privacy and security policies in its reasonable discretion from time to time.
Individual users and student subscribers, when they initially log in, will be
asked whether or not they wish to receive marketing and other non-critical
Service-related communications from ILS or DigitalChalk
from time to time. They may opt out of receiving such communications at that
time or at any subsequent time by responding to an opt-out link provided in all
communications. Note that because the Service is a hosted, online application,
ILS occasionally may need to notify all users of the Service (whether or not
they have opted out as described above) of important announcements regarding
the operation of the Service. If you become a paying customer of the Service,
you agree that ILS can disclose to third parties the fact that you are a paying
customer and the edition of the Service that you are using.

Right To Use Grant & Restrictions

ILS hereby grants you a
non-exclusive, non-transferable, worldwide right to use the Service, solely for
your own purposes, subject to the terms and conditions of this Agreement. ILS
and its licensors reserve all rights not expressly granted to you herein.

You may not access the Service if
you are a direct competitor of ILS, except with ILS's
prior written consent. In addition, you may not access the Service for purposes
of monitoring its availability, performance or functionality, or for any other
benchmarking or competitive purposes.

As a Student or User of the
Service, you shall not (i) license, sublicense, sell, resell, transfer, assign,
distribute or otherwise commercially exploit or make available to any third
party the Service or the Content in any way; (ii) modify or make derivative
works based upon the Service or the Content; (iii) create Internet "links" to
the Service or "frame" or "mirror" any Content on any other server or wireless
or Internet-based device; or (iv) reverse engineer or access the Service in
order to (a) build a competitive product or service, (b) build a product using
similar ideas, features, functions or graphics of the Service, or (c) copy any
ideas, features, functions or graphics of the Service. User licenses cannot be
shared or used by more than one individual. User licenses are non-transferable.

You may use the Service only for
your personal learning purposes and shall not: (i) send spam or otherwise
duplicative or unsolicited messages in violation of applicable laws; (ii) send,
store or otherwise transmit in any manner any infringing, obscene, threatening,
libelous, or otherwise unlawful or tortious material, including material
harmful to children or violative of third party
privacy rights; (iii) send, store or otherwise transmit in any manner any
material containing software viruses, worms, Trojan horses or other harmful
computer code, files, scripts, agents or programs; (iv) interfere with or
disrupt the integrity or performance of the Service or the data contained
therein; or (v) attempt to gain unauthorized access to the Service or its
related systems or networks.

Your Responsibilities

You are responsible for all
activity occurring under your User account and shall abide by all applicable
local, state, national and foreign laws, treaties and regulations in connection
with your use of the Service, including without limitation those related to
data privacy, international communications and the transmission of technical or
personal data. You shall: (i) notify ILS immediately of any unauthorized use of
any password or account or any other known or suspected breach of security;
(ii) report to ILS immediately and use reasonable efforts to stop immediately
any copying or distribution of Content that is known to or suspected by you;
and (iii) not impersonate another DigitalChalk user or provide false identity
information to gain access to or use the Service.

Account Information and Data

ILS does not own any data, information or material that you submit to or
transmit with or by the Service in the course of using the Service whether
as a Course Provider submitting Course Material (documents, files, images,
logos or any course data entered by you) or a student submitting responses
(Subscriber Data). You as the Course Provider, not ILS shall have sole
responsibility for the accuracy, quality, integrity, legality, reliability,
appropriateness, and intellectual property ownership or right to use of all
Subscriber Data and ILS shall not be responsible or liable for the deletion,
correction, destruction, damage, loss or failure to store any Subscriber Data.

Intellectual Property Ownership

ILS alone (and its licensors, where applicable) shall own all right, title
and interest, including all related Intellectual Property Rights, in and to the
DigitalChalk Technology, the Content (excluding the Subscriber Data and Course
Material as mentioned in the paragraph above) and the Service and any suggestions,
ideas, enhancement requests, feedback, recommendations or other information
provided by you or any other party relating to the Service. This Agreement is
not a sale and does not convey to you any rights of ownership in or related to
the Service, the DigitalChalk Technology or the Intellectual Property Rights
owned by ILS. The DigitalChalk name, the DigitalChalk logo, and the product
names associated with the Service are trademarks and service marks of ILS or
third parties, and no right or license is granted to you to use them under this Agreement.

Third Party Course Providers and Vendors

During your use of the Service,
you may enter into correspondence with, purchase services from or in other ways
interact with third party organizations, companies or individuals who are
either Course Providers, authorized partners to Course Providers or other
Subscribers. ILS does not provide any warranty, guarantee nor does ILS attest
to the accuracy, legality, appropriateness, authenticity or timely nature of
any information, data or content (in any form delivered by the Service)
provided by any third party you may interact with on the Service. If in the
course of interaction with the Service and third party entities on the Service
you suspect a third party is providing willfully inaccurate, unlawful or
criminally obscene material you agree to promptly notify ILS of the suspect content.
ILS reserves the right to suspend or remove any content it deems to be
willfully inaccurate, unlawful or criminally obscene. ILS is not and shall not
be responsible to you for refund of fees paid for access to content that has
subsequently been suspended or removed from the Service and you hereby release
ILS from any claim for reimbursement or liability for any such fees.

The fees collected by ILS are for
access to the Service and access to the Course Material (a description of which
was included on the Sales Invoice prior to your purchase)
which has been provided by a third party Course Provider. The Course
Provider is solely responsible for the description of the Course Material,
price and Course Material content. Any questions regarding the Course Material,
price or descriptions must be directed to the third party Course Provider. Any
disputes between you and any Course Provider do not reduce your obligation to
pay ILS for access to the Service nor does it in any way entitle you to a
refund of fees paid to ILS. ILS is not responsible for mediation or
communication between parties in the event of any dispute.

Charges and Payment of Fees

You shall pay all fees or charges
to your account in accordance with the fees, charges, and billing terms in
effect at the time a fee or charge is due and payable as set forth in your
Sales Invoice, displayed online, transmitted electronically or via printed
invoice. The fee for the Course (or courses) selected plus the cost of any
additional materials are included in the Sales Invoice provided prior to
payment. You will receive an online receipt with a total charge and transaction
number after successful payment. It is your responsibility to print a copy of
the receipt for your records. All payment obligations are noncancelable
and all amounts paid are nonrefundable. Any disputed charges must be submitted
in writing to the Course Provider identified on your Sales Receipt within 30
days of purchase. You are responsible for paying for all amounts due for your
use of the Service, whether or not the Service is actively used. ILS and the
Course Provider reserve the right to modify their fees and charges and to
introduce new charges at any time. All pricing terms are published online and
are available for review at the Course Information page for each Course
Provider.

Billing

Unless you have a specific
written billing agreement stating otherwise, ILS charges and collects in
advance for use of the Service. ILS will grant access to the Service upon
receipt of payment. ILS's fees are exclusive of all
taxes, levies, or duties imposed by taxing authorities, and you shall be
responsible for payment of all such taxes, levies, or duties, excluding only
United States (federal or state) taxes based solely on ILS's
income. If you have been granted a
line of credit to be billed at the end of a monthly billing cycle, your bills
will be sent to you via email to the organization administrator email address
or a specified billing address you provide. All bills will be due in accordance with the billing
agreement in the line of credit. Failure to pay bills within the specified billing agreement will be
cause for organization account suspension until full payment is received.

You agree to provide ILS with
complete and accurate billing and contact information. This information
includes your legal name, street address, e-mail address, and name and
telephone number. You agree to update this information within 30 days of any
change to it. If the contact information you have provided is false or fraudulent,
ILS reserves the right to terminate, without refund, your access to the Service
in addition to the right to pursue any other legal remedies available to ILS.
ILS will issue an account ID and password to grant access to the Service and
Courses you have purchased. The Account ID will be the email address you
provided at the time of registration and payment. ILS is not responsible for
validating the accuracy of the email address provided and ILS is not
responsible for loss of access to the Service as a result of providing an
incorrect email address.

Non-Payment and Suspension

In addition to any other rights
granted to ILS herein, ILS reserves the right to suspend or terminate this
Agreement and your access to the Service if your payment is declined or your
credit card transaction is charged back. If you or ILS initiates termination of
this Agreement, you will be obligated to pay any balance due on your account.
You agree that ILS may charge such unpaid fees to your credit card.

Termination upon Expiration/Extension of Subscription

This Agreement commences on the
Effective Date of acceptance. The term of Service for this Agreement is
established by the Course Provider and is provided in the Terms and Conditions
of the Sales Invoice provided prior to credit card payment. The maximum term of
service for any Course is twelve (12) months from the date of service
commencement. Access to the Service will terminate at end of the term of
service or twelve (12) months from the commencement of service, whichever is
first. It is your responsibility to complete any Course Material or assessments
prior to the end of the term of service. A failure to complete all Course
Material or assessments prior to the end of the term of service shall not
entitle you to a refund or extension of the term of service. At the discretion
of the Course Provider and by written request from the Course Provider, ILS, at
our sole discretion, may provide an extension of the term of service for a
specified period of time requested by the Course Provider.

Termination for Cause

Any breach of your payment
obligations or unauthorized use of the DigitalChalk Technology or Service will
be deemed a material breach of this Agreement. ILS, in its sole discretion, may
terminate your password, account or use of the Service if you breach or
otherwise fail to comply with this Agreement. You agree and acknowledge that
ILS has no obligation to retain the Customer Data if you have materially
breached this Agreement, including but not limited to failure to pay
outstanding fees, and such breach has not been cured within 30 days of notice
of such breach.

Representations & Warranties

Each party represents and
warrants that it has the legal power and authority to enter into this
Agreement. ILS represents and warrants that it will provide the Service in a
manner consistent with general industry standards reasonably applicable to the
provision thereof and that the Service will perform substantially in accordance
with the online DigitalChalk help documentation under normal use and
circumstances. You represent and warrant that you have not falsely identified
yourself, that you have not provided any false information to gain access to
the Service and that your billing information is correct.

Mutual Indemnification

You shall indemnify and hold ILS,
its licensors and each such party's parent organizations, subsidiaries,
affiliates, officers, directors, employees, attorneys and agents harmless from
and against any and all claims, costs, damages, losses, liabilities and
expenses (including attorneys' fees and costs) arising out of or in connection
with: (i) a claim alleging that use of the Customer Data infringes the rights
of, or has caused harm to, a third party; (ii) a claim, which if true, would
constitute a violation by you of your representations and warranties; or (iii)
any breach by you or your Users of any term of this Agreement, provided in any
such case that ILS (a) gives written notice of the claim promptly to you; (b)
gives you sole control of the defense and settlement of the claim (provided
that you may not settle or defend any claim unless you unconditionally release
ILS of all liability and such settlement does not affect ILS's
business or the Service); (c) provides to you all available information and assistance;
and (d) has not compromised or settled such claim.

ILS shall indemnify and hold you
and your parent organizations, subsidiaries, affiliates, officers, directors,
employees, attorneys and agents harmless from and against any and all claims,
costs, damages, losses, liabilities and expenses (including attorneys' fees and
costs) arising out of or in connection with: (i) a claim alleging that the
Service directly infringes a copyright, a U.S. patent issued as of the
Effective Date, or a trademark of a third party; (ii) a claim, which if true,
would constitute a violation by ILS of its representations or warranties; or
(iii) a claim arising from breach of this Agreement by ILS; provided that you
(a) promptly give written notice of the claim to ILS; (b) give ILS sole control
of the defense and settlement of the claim (provided that ILS may not settle or
defend any claim unless it unconditionally releases you of all liability); (c)
provide to ILS all available information and assistance; and (d) have not compromised
or settled such claim. ILS shall have no indemnification obligation, and you
shall indemnify ILS pursuant to this Agreement, for claims arising from any
infringement arising from the combination of the Service with any of your
products, service, hardware or business process(s).

Disclaimer of Warranties

ILS AND ITS LICENSORS MAKE NO
REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS,
QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE
SERVICE OR ANY CONTENT. ILS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT
(A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE
OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA,
(B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED
DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES,
INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE
WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE
CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE
ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS
PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY
DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ILS AND ITS
LICENSORS.

Internet Delays

ILS'S SERVICES MAY BE SUBJECT TO
LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND
ELECTRONIC COMMUNICATIONS. ILS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY
FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Limitation of Liability

IN NO EVENT SHALL ILS'S AGGREGATE
LIABILITY FOR ANY BREACH, DISPUTE OR CLAIM OF OR RELATED TO THIS AGREEMENT
EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12)
MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH BREACH,
DISPUTE OR CLAIM. IN NO EVENT SHALL ILS AND/OR ITS LICENSORS BE LIABLE TO
ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL,
CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA,
REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY
WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR
INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE
SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE
IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH
PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Additional Rights

Certain states and/or
jurisdictions do not allow the exclusion of implied warranties or limitation of
liability for incidental, consequential or certain other types of damages, so
the exclusions set forth above may not apply to you. However if such exclusion
or limitation of implied warranties or limitations is disallowed in a
jurisdiction it does not grant or imply a warranty or liability in any other
jurisdiction.

Local Laws and Export Control

This site provides services and
uses software and technology that may be subject to United States export
controls administered by the U.S. Department of Commerce, the United States
Department of Treasury Office of Foreign Assets Control, and other U.S.
agencies. The user of this site ("User") acknowledges and agrees that the site
shall not be used, and none of the underlying information, software, or
technology may be transferred or otherwise exported or re-exported to countries
as to which the United States maintains an embargo (collectively, "Embargoed
Countries"), or to or by a national or resident thereof, or any person or
entity on the U.S. Department of Treasury's List of Specially Designated
Nationals or the U.S. Department of Commerce's Table of Denial Orders
(collectively, "Designated Nationals"). The lists of Embargoed Countries and
Designated Nationals are subject to change without notice. By using the
Service, you represent and warrant that you are not located in, under the
control of, or a national or resident of an Embargoed Country or Designated
National. You agree to comply strictly with all U.S., Swiss and European Union
export laws and assume sole responsibility for obtaining licenses to export or
re-export as may be required.

This site may use encryption
technology that is subject to licensing requirements under the U.S. Export
Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC)
No. 1334/2000

ILS and its licensors make no
representation that the Service is appropriate or available for use in other
locations. If you use the Service from outside the United States of America you
are solely responsible for compliance with all applicable laws, including
without limitation export and import regulations of other countries. Any
diversion of the Content contrary to United States law is prohibited. None of
the Content, nor any information acquired through the use of the Service, is or
will be used for nuclear activities, chemical or biological weapons, or missile
projects, unless specifically authorized by the United States government for
such purposes.

Notice

ILS may give notice by means of a
general notice on the Service, electronic mail to your e-mail address on record
in ILS's account information, or by written
communication sent by first class mail or pre-paid post to your address on
record in ILS's account information. Such notice
shall be deemed to have been given upon the expiration of 48 hours after
mailing or posting (if sent by first class mail or pre-paid post) or 12 hours
after sending (if sent by email). You may give notice to ILS (such notice shall
be deemed given when received by ILS) at any time by any of the following:
letter sent by confirmed facsimile to ILS at the following fax number:
866-531-4940. Letter delivered by nationally recognized overnight delivery
service or first class postage prepaid mail to ILS at the following address:
Infinity Learning Solutions, Inc., Two Town Square Boulevard, Suite 242, Asheville, North Carolina 28803

Modification to Terms

ILS reserves the right to modify
the terms and conditions of this Agreement or its policies relating to the
Service at any time, effective upon posting of an updated version of this
Agreement on the Service. You are responsible for regularly reviewing this
Agreement. Continued use of the Service after any such changes shall constitute
your consent to such changes.

Assignment; Change in Control

This Agreement may not be
assigned by you without the prior written approval of ILS but may be assigned
without your consent by ILS to (i) a parent or
subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger.

General

With respect to U.S. Customers,
this Agreement shall be governed by North Carolina law and controlling United
States federal law, without regard to the choice or conflicts of law provisions
of any jurisdiction, and any disputes, actions, claims or causes of action
arising out of or in connection with this Agreement or the Service shall be
subject to the exclusive jurisdiction of the state and federal courts located
in North Carolina. No text or information set forth on any other purchase
order, preprinted form or document (other than an Order Form, if applicable)
shall add to or vary the terms and conditions of this Agreement. If any
provision of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then such provision(s) shall be construed, as nearly
as possible, to reflect the intentions of the invalid or unenforceable
provision(s), with all other provisions remaining in full force and effect. No joint
venture, partnership, employment, or agency relationship exists between you and
ILS as a result of this agreement or use of the Service. The failure of ILS to
enforce any right or provision in this Agreement shall not constitute a waiver
of such right or provision unless acknowledged and agreed to by ILS in writing.
This Agreement, together with any applicable Order Form, comprises the entire
agreement between you and ILS and supersedes all prior or contemporaneous
negotiations, discussions or agreements, whether written or oral, between the
parties regarding the subject matter contained herein.

Definitions

As used in this Agreement and in
any Order Forms now or hereafter associated herewith: "Agreement" means this DigitalChalk Customer End User License Agreement, any Order
Forms, whether written or submitted online via the Online Order Center, and any
materials available on the DigitalChalk website specifically incorporated by
reference herein, as such materials, including the terms of this Agreement, may
be updated by ILS from time to time in its sole discretion; "Account Type" means the Organization features and prices assigned to your Organization as defined in your Subscription Agreement; "Content" means the
audio and visual information, documents, software, products and services
contained or made available to you in the course of using the Service; "Course Administrator" means a User designated by an Organization Administrator who is authorized in the System to create Course Material and manage Students; "Course
Material" means any form of content, document or data delivered as an element
of a course; "Course Provider" means any third party organization who creates
and publishes Course Material for Subscription on the Service; "Customer Data"
means any data, information or material provided or submitted by you to the
Service in the course of using the Service; "DigitalChalk"
means collectively the DigitalChalk online learning
delivery software system and brand developed and owned by Infinity Learning
Solutions, Inc., a Delaware corporation, together with all component parts of
and Intellectual Property Rights associated with the DigitalChalk
system; "DigitalChalk Technology" means all of ILS's proprietary rights and technology associated with DigitalChalk (including software, hardware, products,
processes, algorithms, user interfaces, know-how, techniques, designs and other
tangible or intangible technical material or information) made available to you
by ILS in providing the Service; "Effective Date" means the earlier of either the
date this Agreement is accepted by selecting the "I Accept" option presented on
the screen after this Agreement is displayed or the date you begin using the
Service; "Initial Term" means the initial period during which you are obligated
to pay for the Service equal to the billing frequency selected by you during
the subscription process (e.g., if the billing frequency is quarterly, the
Initial Term is the first quarter); "Intellectual Property Rights" means
unpatented inventions, patent applications, patents, design rights, copyrights,
trademarks, service marks, trade names, domain name rights, mask work rights,
know-how and other trade secret rights, and all other intellectual property
rights, derivatives thereof, and forms of protection of a similar nature
anywhere in the world owned by ILS; "Organization Account" means the scope of users, content and data that is unique within the system as defined by the Organization Type in your Subscription Agreement; "Organization Administrator(s)" means those
Users designated by you who are authorized to purchase subscriptions online
using the online purchasing facilities or by executing written Order Forms and
to create User accounts and otherwise administer your use of the Service;
"Subscription Term(s)" means the period(s) during which a specified number of
Users are authorized to use the Service pursuant to the Order Form(s); "Order
Form(s)" means the form evidencing the initial subscription for the Service and
any subsequent order forms submitted online or in written form, specifying,
among other things, the number of licenses and other services contracted for,
the applicable fees, the billing period, and other charges as agreed to between
the parties, each such Order Form to be incorporated into and to become a part
of this Agreement (in the event of any conflict between the terms of this
Agreement and the terms of any such Order Form, the terms of this Agreement
shall prevail); "Online Order Center" means ILS's
online DigitalChalk application that allows the
Subscription Administrator designated by you to, among other things, subscribe
to Courses provided by the Service by Course Providers; "Service" means the
specific edition of the DigitalChalk online learning
system, billing, data analysis, or other corporate services identified during
the ordering process, developed, operated, and maintained by ILS, accessible
via http://www.digitalchalk or another designated web site or IP address, or
ancillary online or offline products and services provided to you by ILS, to
which you are being granted access under this Agreement, including the
DigitalChalk Technology and the Content; "Student(s)" means any User or Users who are registered for or have completed a Course on the system; "System" means the software Service, Network, Data and Technology provided to Users by ILS through the Web domain of DigitalChalk.com; "User(s)" means you, your employees,
representatives, consultants, contractors or agents who are authorized to use
the Service and have been supplied user identifications and
passwords by you (or by ILS at your request).